UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q


       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                For the Quarterly Period Ended September 30, 2004

                        Commission File Number 001-15977

                             TIGER TELEMATICS, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                                        13-4051167
    (State or other jurisdiction of                          (IRS Employer
    Incorporation or organization)                       Identification Number)

 10201 Centurion Parkway North Ste. 600
            Jacksonville, FL                                     32256
(Address of principal executive offices)                       (Zip Code)

                                 (904) 279-9240
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes     No X
                                      ---    ---

Indicate  by check mark  whether  the  Registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). Yes X   No
                                        ---    ---

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

                                                      Outstanding as of
Class                                                 May 31, 2005
---------------------------                           --------------------------
Common Stock, Par                                     54,890,859
Value $0.001 per share



<PAGE>

                                    CONTENTS

                                                                            Page
                                                                            ----
Part I

Item 1.      Financial Statements
     Condensed Consolidated Balance Sheets                                   F-2

     Condensed Consolidated Statements of Operations                         F-3

     Condensed Consolidated Statement of Stockholders' Deficiency            F-5

     Condensed Consolidated Statements of Cash Flows                         F-6

     Notes to Condensed Consolidated Financial Statements                    F-8

Item 2.     Management's Discussion and Analysis of Financial Condition
                and Results of Operations                                   F-15

Part II      Tiger Telematics, Inc. Other Information

Item 1.      Legal Proceedings                                              F-21

Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds    F-22

Item 3.      Defaults Upon Senior Securities                                F-22

Item 4.      Submission of Matters to a Vote of Security Holders            F-22

Item 5.      Other Information                                              F-22

Item 6.      Exhibits                                                       F-22




                                      F-1
<PAGE>
<TABLE>
<CAPTION>

                     TIGER TELEMATICS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                    September 30, 2004 and December 31, 2003
                                                                   September 30,     December 31,
                                                                       2004             2003
                                                                    Unaudited
<S>                                                                <C>              <C>
ASSETS
Current Assets
   Cash                                                            $   1,116,030    $       8,959
   Accounts receivable                                                   299,004            2,104
   Other receivables                                                   1,343,995             --
   Inventories                                                            35,988           35,570
   Advances to employees                                                 208,527             --
   Prepaid expenses                                                       57,823           45,383
                                                                   -------------    -------------

                  Total current assets                                 3,061,367           92,016

Property and equipment, net                                              699,469          344,376
Goodwill                                                               3,911,835             --
                                                                   -------------    -------------

                  Total assets                                     $   7,672,671    $     436,392
                                                                   =============    =============
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
   Accounts payable                                                $  10,719,519    $   3,667,646
   Amount due stockholders                                                75,100            9,191
   Notes payable - current portion                                        43,000           37,140
   Accrued expenses                                                    6,130,986        1,750,005
   Deposits on common stock                                           10,231,500        2,247,891
   Liabilities of discontinued operations                              1,144,480        1,168,243
                                                                   -------------    -------------

                  Total current liabilities                           28,344,585        8,880,116

Notes payable after one year                                              81,968          123,743
                                                                   -------------    -------------

                  Total liabilities                                   28,426,553        9,003,859
                                                                   -------------    -------------
Stockholders' Deficiency
   Common stock - 0.001 par value
   authorized 500,000,000 and 250,000,000 shares
   in 2004 and 2003 respectively.  Issued and outstanding
   22,975,488 and 9,498,105 in 2004 and 2003 respectively                 22,975            9,498
   Additional paid-in-capital                                         44,135,670       13,051,547
   Accumulated other comprehensive loss                                 (688,994)        (763,732)
   Accumulated deficit                                               (64,223,533)     (20,864,780)
                                                                   -------------    -------------
                  Stockholders' deficiency                           (20,753,882)      (8,567,467)
                                                                   -------------    -------------
                  Total liabilities and stockholders' deficiency   $   7,672,671    $     436,392
                                                                   =============    =============

</TABLE>

                 See Notes to Consolidated Financial Statements

                                      F-2
<PAGE>
<TABLE>
<CAPTION>

                     TIGER TELEMATICS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
             For the three months ended September 30, 2004 and 2003
                                    Unaudited



                                                            2004            2003
                                                        ------------    ------------
<S>                                                     <C>             <C>
Net sales                                               $    268,095    $        230
Cost of goods sold                                           296,923           9,557
                                                        ------------    ------------

                Gross loss                                   (28,828)         (9,327)
                                                        ------------    ------------

Operating expenses
          Selling                                          3,971,312          68,757
          General and administrative                      13,894,092       1,034,077
                                                        ------------    ------------

                Total operating expenses                  17,865,404       1,102,834
                                                        ------------    ------------

                Operating loss                           (17,894,232)     (1,112,161)
                                                        ------------    ------------

Other income (expense)
          Other income                                         7,536            --
          Interest expense                                    (7,179)        (11,475)
                                                        ------------    ------------
                                                                 357         (11,475)
                                                        ------------    ------------

                            Net loss                    $(17,893,875)   $ (1,123,636)
                                                        ============    ============


          Basic and diluted net loss per common share   $      (0.87)   $      (0.27)
                                                        ============    ============

          Weighted average shares outstanding
          (basic and diluted)                             20,571,366       4,158,719
                                                        ============    ============

</TABLE>


                 See Notes to Consolidated Financial Statements

                                      F-3
<PAGE>
<TABLE>
<CAPTION>

                     TIGER TELEMATICS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
              For the nine months ended September 30, 2004 and 2003
                                    Unaudited



                                                            2004            2003
                                                        ------------    ------------
<S>                                                     <C>             <C>
Net sales                                               $    451,924    $      8,477
Cost of goods sold                                           446,137          13,859
                                                        ------------    ------------

                Gross profit (loss)                            5,787          (5,382)
                                                        ------------    ------------

Operating expenses
          Selling                                          5,993,240         165,709
          General and administrative                      37,332,413       1,829,916
                                                        ------------    ------------

                Total operating expenses                  43,325,653       1,995,625
                                                        ------------    ------------

                Operating loss                           (43,319,866)     (2,001,007)
                                                        ------------    ------------

Other income (expense)
          Other income                                        22,532            --
          Interest expense                                   (61,419)        (35,853)
                                                        ------------    ------------
                                                             (38,887)        (35,853)
                                                        ------------    ------------

                            Net Loss                    $(43,358,753)   $ (2,036,860)
                                                        ============    ============


          Basic and diluted net loss per common share   $      (2.70)   $      (0.56)
                                                        ============    ============

          Weighted average shares outstanding
          (basic and diluted)                             16,032,697       3,640,130
                                                        ============    ============

</TABLE>

                 See Notes to Consolidated Financial Statements

                                      F-4
<PAGE>
<TABLE>
<CAPTION>

                     TIGER TELEMATICS, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
                  For the nine months ended September 30, 2004
                                    Unaudited


                                                                              Accumulated
                                                               Additional        Other                          Total
                                       Common Stock              Paid-in     Comprehensive    Accumulated    Stockholders'
                                  Shares          Amount         Capital         Loss           Deficit       Deficiency
<S>                             <C>            <C>            <C>            <C>             <C>             <C>
Balance (deficiency)
         December 31, 2003        9,498,105    $      9,498   $ 13,051,547   $   (763,732)   $(20,864,780)   $ (8,567,467)

Issuance of common stock:
     Private placement            6,937,045           6,937     16,365,521           --              --        16,372,458
     Conversion of notes
     payable and amounts due
     Stockholders                    65,000              65         54,935           --              --            55,000

     Acquisition of               1,200,000           1,200      2,831,600           --              --         2,832,800
     subsidiaries
     Services                     5,275,338           5,275     11,832,067           --              --        11,837,342
Net loss                               --              --             --      (43,358,753)    (43,358,753)    (43,358,753)
Other comprehensive income
     -foreign currency
     translation adjustment                                                        74,738                          74,738
                                                                             ------------
   Total comprehensive loss                                                   (43,284,015)
                                                                             ============

Balance (deficiency)
     September 30, 2004          22,975,488    $     22,975   $ 44,135,670   $   (688,994)   $(64,223,533)   $(20,753,882)
                               ============    ============   ============   ============    ============    ============

</TABLE>



                 See Notes to Consolidated Financial Statements

                                      F-5
<PAGE>
<TABLE>
<CAPTION>


                     TIGER TELEMATICS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              For the nine months ended September 30, 2004 and 2003
                                    Unaudited
                                                                          2004            2003
                                                                      ------------    ------------
<S>                                                                   <C>             <C>
Cash Flows from Operating Activities:

        Net Loss                                                      $(43,358,753)   $ (2,036,860)
        Other comprehensive income (loss)                                   74,738        (230,056)


    Adjustments to reconcile net loss from  continuing
     operations to net cash used in operating activities:
          Depreciation                                                     140,425          52,140
          Expenses paid with common stock                               11,837,342         151,600
          Impairment of goodwill                                            55,777            --
    Changes in assets and liabilities:
             (Increase) in other receivables                            (1,343,995)           --
             Increase in accounts payable                                6,512,675       1,137,308
             Increase (decrease) in accrued expenses                     4,276,611        (219,609)
             Other - net                                                  (214,740)        253,304
                                                                      ------------    ------------
                          Net cash used in operating activities        (22,019,920)       (892,173)
                                                                      ------------    ------------

Cash Flows From Investing Activities:

             Purchase of property and equipment                           (463,789)        (38,262)
             Acquisition of subsidiary                                    (850,281)           --
                                                                      ------------    ------------
                          Net cash used in investing activities         (1,314,070)        (38,262)

                                                                      ------------    ------------

Cash Flows From Financing Activities:
             Issuance of common stock and warrants                      16,372,458         901,111
             Increase in deposits on common stock                        7,983,609         819,123
             Loans and advances from stockholders and employees            120,909            --
             Repayment to stockholders                                        --          (548,191)
             Payments on notes payable                                     (35,915)        (15,791)
                                                                      ------------    ------------
                          Net cash provided by financing activities     24,441,061       1,156,252
                                                                      ------------    ------------

                                    Net change in cash                   1,107,071         225,817
Cash:
          Beginning of period                                                8,959            --
                                                                      ------------    ------------
          End of period                                               $  1,116,030    $    225,817
                                                                      ============    ============

Supplemental Disclosure of Cash Flow Information:
          Cash paid for interest                                      $     61,419    $     35,853
                                                                      ============    ============
Supplemental Disclosure of Non-cash Investing and
          Operating Activities:
             Expenses paid with common stock                          $ 11,837,342    $    151,600
                                                                      ============    ============


                                       F-6
<PAGE>


                CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

          Financing Activities:
             Conversion of stockholder debt to common stock           $     55,000    $     24,000
                                                                      ============    ============
          Investing Activities:
                  Cash paid for subsidiary                                 850,281            --
                  Common stock issued for acquisition                    2,832,800            --
                   Liabilities in excess of assets acquired                284,531            --
                                                                      ------------    ------------
                                                                      $  3,967,612    $       --
                                                                      ============    ============

             Acquisition of Subsidiaries:
                      Goodwill                                        $  3,967,612
                      Accounts receivable                                  327,308
                         Fixed assets                                       31,729
                      Accounts payable                                    (539,198)
                      Due to related parties                               (14,437)
                      Accrued expenses                                     (89,933)
                        Cash and common stock paid for subsidiaries     (3,683,081)
                                                                      ------------

             Cash received                                            $       --
                                                                      ============


</TABLE>





                 See Notes to Consolidated Financial Statements

                                      F-7
<PAGE>

                     TIGER TELEMATICS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - BASIS OF PRESENTATION

The condensed consolidated financial statements as of September 30, 2004 and for
the three and nine months  ended  September  30, 2004 and  September  30,  2003,
included  herein have been prepared by the Company,  without audit,  pursuant to
the rules and  regulations of the Securities  and Exchange  Commission.  Certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance  with  accounting  principles  generally  accepted in the
United States of America have been  condensed or omitted  pursuant to such rules
and regulations.

In the  opinion  of  management,  all  adjustments,  consisting  only of  normal
recurring  adjustments,  necessary  for a fair  presentation  of  the  financial
information  for  the  periods   indicated  have  been  included.   For  further
information   regarding  the  Company's  accounting   policies,   refer  to  the
consolidated  financial  statements  and related notes included in the Company's
Annual Report on Form 10-K for the years ended December 31, 2003 and 2002.

The consolidated  financial statements include the accounts of Tiger Telematics,
Inc.  (Company),  the public held parent  company,  Tiger  Telematics  USA, Inc.
(Tiger USA), a near dormant  subsidiary,  Tiger Telematics  Europe,  Ltd. (Tiger
Europe),  ISIS Models Ltd.  (ISIS),  acquired in May 2004 and Indie Studios,  AB
(Indie),  acquired in August 2004.  The Company  started Tiger Europe (now named
Gizmondo Europe Ltd.) in December 2002 and a related entity Childtracker Ltd. (a
development entity) that existed as a part of Tiger Europe's focus on developing
new telematics products including next generation fleet telematic products,  the
child tracker  products and the handheld  multi-entertainment  gaming device now
called Gizmondo. Intercompany accounts and transactions have been eliminated.

The financial statements for the three and nine months ended September 30, 2003,
were not reviewed by the Company's  independent  certified  public  accountants.
However,  the financial  statements for the year ended  December 31, 2003,  have
been audited by the Company's  independent  certified  public  accountants.  The
Company's  management  believes  that  a  review  by the  Company's  independent
certified public accountants of the financial  statements  mentioned above would
not result in any material changes to these financial statements.  See Note J to
the financial statements - Restatement of 2003 financial statements.

Liquidity:

The Company has  sustained net losses over the past three years and at September
30, 2004, had a net working capital deficit of  approximately  $25,283,000.  The
Company  reclassified  deposits on common stock of  $10,231,500 to equity in the
fourth quarter of 2004 when the Company issued the common share certificates.

Management  sold off its  unprofitable  flooring  business  and is pursuing  its
telematics business and the wireless handheld multi-entertainment gaming device,
Gizmondo.  The Company  anticipates  issuing  equity  securities to meet working
capital  requirements and to fund development  costs incurred in connection with
developing  Gizmondo  and  telematics  related  products  until  sales  of these
products generate sufficient cash to fund its operations.

                                      F-8
<PAGE>

Description of the Business:

The Company and its wholly  owned  subsidiaries  are engaged in the  business of
developing  and marketing  the Gizmondo  wireless  handheld  multi-entertainment
gaming device.

The Company started  Gizmondo  Europe,  Ltd. in late 2002 to focus on developing
new telematics products including next generation fleet telematics products.

In early 2003, the Company began developing a new  multi-entertainment  wireless
handheld  gaming  device  that is now  referred to as  Gizmondo.  Since then the
Company's primary business strategy has been to develop and market Gizmondo. The
Company initially  launched a limited  production version of the Gizmondo in the
UK on October 29, 2004,  and launched the  full-scale  production of Gizmondo in
2005.

Segment  Information:  The Company focuses  primarily all of its business in one
segment,   the   development,    production,    and   sale   of   the   handheld
multi-entertainment gaming device, Gizmondo.

NOTE B - ADVANCES  TO AND  AMOUNTS  DUE  EMPLOYEES  AND  STOCKHOLDERS  AND OTHER
RECEIVABLES

The advances are due from  employees and  stockholders  of  subsidiaries  of the
Company of  $208,527  and 0 in 2004 and 2003,  respectively,  are due on demand,
without interest.

Amounts  due to  employees  and  stockholders  of $75,100 and $9,191 in 2004 and
2003, respectively, are due on demand, without interest.

Other  receivables of $1,343,995 at September 30, 2004 primarily  consist of VAT
tax recoverable from government agencies.

NOTE C - EQUITY TRANSACTIONS

The Company issued 1,684,289 shares of restricted  common stock during the third
quarter  of  2004  in  payment  of  services  provided  by  unrelated   vendors,
principally consulting,  related to product development.  The shares issued were
valued at $2.32 to $3.08 per share.

During  the  third  quarter  of 2004,  the  Company  sold  2,775,806  shares  of
restricted common stock primarily for $1.25 to $11.25 per share.

During the year ended  December  31,  2004,  the  Company  issued  approximately
26,808,502 shares of restricted common stock, as follows:

                                      F-9
<PAGE>

                                                       Shares         Dollars

Private placement                                     13,284,731   $ 55, 119,987
Conversion of debt to equity                              80,000   $     107,650
Satisfaction of contingencies                            160,000            --
Acquisition of subsidiaries                            1,537,866   $   4,450,864
Payment for services                                  11,745,905   $  34,313,896
                                                   -------------   -------------
                                    Total             26,808,502   $  93,992,397
                                                   =============   =============

Shares issued during the first quarter of 2005        16,928,664
                                                   =============

Shares issued and outstanding at March 31, 2005       53,235,271
                                                   =============


Shares issued from April 1 to May 31, 2005             1,655,588
                                                   =============


NOTE D- REVERSE STOCK SPLIT AND INCREASE IN AUTHORIZED SHARES

In July 2004,  the  Company's  shareholders  approved  a 1 for 25 reverse  stock
split. The number of authorized shares and par value were unchanged.  All common
stock  amounts  have been  adjusted  to  reflect  this  change  for all  periods
presented.

In May 2003,  the Company's  shareholders  approved an increase in the number of
authorized  shares from 100 million  shares to 250  million  shares.  In January
2004, the authorized shares were increased to 500 million shares.

NOTE E - STOCK BASED COMPENSATION

The  Company  uses the  intrinsic-value  method of  accounting  for stock  based
compensation. Under this method, compensation cost is the excess, if any, of the
quoted market price over the amount an employee must pay to acquire the stock at
the date of the grant.  The Company  generally  grants  options with an exercise
price equal to the market value of the common stock at the date of grant.

The  Black-Scholes  option price model was used to estimate the fair value as of
the date of grant using the following assumptions:


         Dividend yield                                                   0%
         Risk-free interest rates                                         4.35%
         Volatility                                                     163.00%
         Expected option term (years)                                     9.61
         Weighted-average fair value of options
         granted during the year                                         $1.50

                                      F-10
<PAGE>
<TABLE>
<CAPTION>

If the Company  had  determined  compensation  expense for the Plan based on the
fair  value at the grant  dates  consistent  with the method of SFAS No. 123 and
SFAS No. 148, the  Company's  pro-forma  net loss and basic loss per share would
have been as follows:

                                            Nine Months Ended      Nine Months Ended
                                            September 30, 2004    September 30, 2003
                                            ------------------    ------------------
<S>                                         <C>                   <C>
         Net loss as reported               $      (43,358,753)   $       (2,036,860)
         Stock based compensation expense
           under the fair value based
           method, net of tax ($0)          $          (40,500)   $          (40,500)
         Pro forma net loss                 $      (43,399,253)   $       (2,077,360)
         Basic and diluted net loss per
           share, as reported               $            (2.70)   $             (.56)
         Pro forma basic and diluted net
           loss per share                   $            (2.71)   $             (.57)

</TABLE>

NOTE F - RELATED PARTY TRANSACTIONS

Included in accrued expenses are amounts owed an executive  officer and director
of  $244,615  and  $136,571  at  September  30,  2004  and  December  31,  2003,
respectively,  for back salary and reimbursable  expenses  incurred on behalf of
the Company.

NOTE G - INVENTORY

Inventories are stated at the lower of cost (specific  identification  basis) or
market, and consist of electronic components.

NOTE H - CONTINGENCIES

A shareholder of the Company  borrowed some of the funds advanced to the Company
(with funds going to Tiger Telematics,  Ltd. (Tiger Ltd), a former subsidiary of
the Company) from a private  investment bank,  London  International  Mercantile
Bank (LIM),  based in London.  The shareholder failed to repay the note when due
and LIM made demand on Tiger Ltd to repay the funds. The Company maintained that
it was  not  responsible  for  that  obligation  and  responded  to  the  demand
accordingly. Tiger Ltd entered into a settlement agreement the Court approved as
a Tomblin Order where the demand note payable to the shareholder was forgiven in
exchange for the Company  entering into an  installment  note for  approximately
$475,000,  to be paid  over  time  directly  to LIM.  The  shareholder  remained
contingently  obligated for the sum owed plus interest in event that the payment
was not made timely by Tiger Ltd. The Company issued a limited  guaranty for the
obligation to LIM.

The  settlement  agreement  called for monthly  payments at a variable  interest
rate. Tiger Ltd repaid  approximately  $80,000 prior to the sale of the business
on December 17, 2002.  Following the sale of Tiger Ltd, the Company was apprised
that Tiger Ltd was placed in liquidation insolvency under the laws of the United
Kingdom for failure to make the payments required under this arrangement.

                                      F-11
<PAGE>

LIM made demand on the Company for  approximately  $450,000  under the guarantee
but has made no  attempt to collect  on the  guaranty  as it pursues  its direct
remedies  against the  original  borrower of the funds.  LIM also holds  140,000
shares of the  Company's  common stock and certain  real estate  provided by the
original  borrower as  collateral.  The  Company has  reserved an amount that it
believes will cover any obligation that may arise.  The Company has been advised
by the Shareholder that the obligation has now been retired.

On April 26, 2002, the Company entered into a Lease Agreement with Christian and
Timbers UK Ltd (C&T) for office  premises for its  subsidiary for a term of five
years. The Company paid the first year's rent by issuing 20,000 shares of common
stock. The subsidiary  subsequently  defaulted on the lease arrangement.  In the
summer of 2003,  C&T sued the Company  pursuant to the Company's  guarantee.  In
October 2003, the Company  entered into a judgment  stipulation  for $300,000 to
settle all  obligations  under the  guarantee.  The Company has issued shares of
common stock to C&T that it believes will satisfy the amount of the  outstanding
judgment.

In March 2004, Jordan Grand Prix Limited,  filed suit against the Company in the
High Court of Justice,  Queen's Bench Division  (Central  Office),  London,  UK,
alleging violation of a sponsorship agreement and dated letter agreement entered
into in July 2003.  Jordan sued the Company for $3 million and alleged  that the
Company  defaulted on a payment of $500,000,  due on January 1, 2004,  under the
sponsorship  agreement,  and a payment for $250,000,  due on the same date under
the letter  agreement.  On February 26, 2004, Jordan terminated both agreements.
In order to avoid  summary  judgment  in  favor of the  plaintiff,  the  Company
escrowed  with the court 70,000 shares of its common stock and prior to trial is
required to substitute  $1.5 million for the escrowed  shares.  In June 2005 the
Company placed an additional  60,000 shares of its  restricted  stock in escrow.
Trial is set for the week of July 14, 2005. The Company is currently  engaged in
court-authorized  mediation with Jordan to settle the case. While the Company is
unable to predict the outcome of this  litigation,  it believes that it has good
and meritorious defenses to the suit and intends to defend vigorously the claims
made against it.

In January 2005, the Company filed a lawsuit against a former investment advisor
of the Company,  based on a breach of the agreement  between the advisor and the
Company.  As payment for investment  advisory  services,  the Company originally
issued 40,000  (1,000,000  pre reverse split) shares of common stock in 2002 and
2003.  The advisor  subsequently  alleged in December 2004 that the Company owed
him an  additional  960,000  shares of common stock to maintain his ownership in
the Company at  1,000,000  shares.  In April  2005,  the Company and the advisor
agreed to settle all  claims,  with the  Company  issuing an  additional  60,000
shares of common stock to the advisor.

In October 2004,  Gizmondo Europe Ltd.  (Gizmondo),  a subsidiary of the Company
signed a contract with SCi  Entertainment  Group Plc (SCi),  a games  publisher,
under which  Gizmondo has  licensed the right to develop and publish  twelve SCi
products for the Gizmondo platform. The agreement covers both currently released
titles as well as those in the  pipeline,  and  establishes  the  structure  for
continuing collaboration between the two companies.

The  agreement  has  Gizmondo  paying  a  minimum   guarantee  of  approximately
$1,250,000  allocated by and among 12 products.  The  guarantee,  which has been
paid, is non-refundable  but fully recoverable  against earned royalties of each
product. An earned royalty of 50% of net receipts is to be paid on each product.

                                      F-12
<PAGE>

On March 22, 2005,  the Board of Regents of the University of Texas System filed
an action against the Company and one of its subsidiaries, Gizmondo Europe, Ltd.
in the United States  District Court for the Western  District of Texas,  Austin
Division,  alleging that predictive text software used in the Company's Gizmondo
gaming  device  infringes  a patent  held by the Board of  Regents.  The Company
believes that its software does not infringe the Board of Regents'  patent.  The
Company  licenses this software  from another  company,  which under the license
agreement has indemnified the Company for infringement  claims.  The Company and
its licensor  intend to vigorously  defend the  infringement  claims against the
Company and Gizmondo Europe, Ltd.

Early in the third quarter of 2004, Hand Held Games, Ltd. filed suit against the
Company for $75,000 plus damages and costs as a result of a dispute  between the
Company  and Hand  Held  Games  over a game  development  contract  for the game
"Chicane".  The suit is in the discovery stages, but the Company believes it has
meritorious  defenses  and does not expect  the  outcome of the matter to have a
material effect on the financial condition of the Company.

NOTE I - WARRANTS

The Company had outstanding at September 30, 2004,  warrants to purchase 250,000
shares of common  stock at an exercise  price of $5 per share.  The warrants are
exercisable  immediately  and expire on September 30, 2009. The Company also had
outstanding  warrants to purchase  245,525 shares of common stock at an exercise
price of $11.25 per share, which are exercisable  immediately and expire on June
30, 2006.

NOTE J - RESTATEMENT OF 2003 FINANCIAL STATEMENTS:

The net loss for the  quarter  ended  September  30,  2003 has been  restated by
$314,202  from  $(1,437,838)  to  $(1,123,636)  to  reflect  the effect of audit
adjustments made during the 2002 and 2003 audit that was completed subsequent to
the date these financial  statements  were  originally  issued and the effect of
reclassifying  foreign  currency  exchange losses from operations to Accumulated
Other  Comprehensive  Loss. The net loss for the nine months ended September 30,
2003 has been restated by $340,173 from  $(2,377,033)  to  $(2,036,860)  for the
same reasons as stated in the preceding sentence.

NOTE K - ACQUISITIONS

ISIS Models Ltd.

In May 2004 Gizmondo Europe, Ltd. acquired a seventy-five percent (75%) interest
in ISIS Models Ltd., for 40,000 shares of the Company's  restricted common stock
issued in the third  quarter of 2004,  valued at  $92,800.  Because  liabilities
acquired  exceed  assets  obtained and the Company is expected to absorb  future
losses, the minority interest is valued at zero and any allocation of future net
income or losses is not  expected to be  material.  ISIS was acquired to provide
marketing  support and  arrangements  for  Gizmondo.  The Company  also  assumed
liabilities in excess of the value of tangible assets acquired of $223,099. ISIS
is the successor company to ISIS Models Management  Limited,  a company that has
previously  ceased  operations.  From the date of  acquisition  through June 30,
2004, ISIS generated revenue of $183,829.  The excess of purchase price over the
value of the tangible assets acquired ($315,899),  was assigned to Goodwill. The
Company subsequently realized an impairment loss of approximately $56,000, which
is included in general and administrative expenses.

                                      F-13
<PAGE>

Indie Studios

On August 2, 2004,  Gizmondo  closed the  purchase  of 100% of the net assets of
Indie pursuant to a Purchase Agreement dated May 20, 2004 for one million shares
of the  Company's  restricted  common  stock.  Indie was acquired to enhance the
Company's game development operations.  There are also 600,000 contingent shares
reserved for future issuance based on the completion of two games in progress as
of the  acquisition  date.  The games were  completed  in  January  2005 and the
contingent shares were issued. The value of the contingent shares, approximately
$4,560,000,  was charged to Research & Development  expense in the first quarter
of 2005.  The  Company  assumed  the  excess  of  liabilities  over the value of
tangible assets acquired of  approximately  $61,400;  paid cash of approximately
$850,000  and issued stock valued at  $2,740,000.  The excess of purchase  price
over the value of the tangible  assets  acquired  ($3,651,713),  was assigned to
Goodwill.

Indie had no sales and total expenses  incurred in 2004 prior to the acquisition
were approximately $375,000.

The  following  proforma  information  reflects the net sales,  net loss and per
share  amounts for the  nine-month  period ended  September  30, 2004, as if the
Company had acquired  ISIS and Indie on January 1, 2004.  Neither ISIS nor Indie
had operations prior to September 30, 2003.  Therefore,  no proforma amounts are
shown for the nine-month period ended September 30, 2003.

           Pro forma net sales                                  $    1,444,000

           Pro forma net loss                                   $  (43,935,000)

           Pro forma  basic and  diluted  net loss per
           common share                                         $        (2.57)

           Weighted  average  shares  outstanding -
           basic and diluted                                        17,072,697

Goodwill represents the excess of the cost of an acquisition over the fair value
of the net assets  acquired.  The Company  tests  goodwill and other  intangible
assets on an  annual  basis,  or more  frequently  if  events  or  circumstances
indicate  that there may have been  impairment.  The  goodwill  impairment  test
estimates the fair value of each reporting unit, through the use of a discounted
cash flows model,  and compares this fair value to the reporting unit's carrying
value.  The goodwill  impairment  test requires  management to make judgments in
determining the assumptions used in the  calculations.  Management  believes the
remaining  goodwill is not  impaired and is properly  recorded in the  financial
statements.

NOTE L - SUBSEQUENT EVENTS

Warthog Plc

The Company  executed an Asset  Purchase  Agreement  dated  November 3, 2004 and
closed  the  transaction  on that date,  for the  acquisition  of Warthog  Plc's

                                      F-14
<PAGE>

subsidiaries,  intellectual property and assets, in a move to further expand the
Company's games  development  agenda and management  infrastructure.  Within two
days of closing,  the  Company  injected  approximately  $1.3  million  into the
Warthog subsidiaries for working capital purposes.

As a result the Company paid $1,113,000 in cash and issued 497,866 shares of its
restricted common stock on November 3, 2004.

Integra SP

The Company  executed a share Purchase  Agreement  dated October 29, 2004 to buy
the shares of Integra SP  (Integra),  which owns  several UK  subsidiaries  that
provide  software for process  management and integration of real-time  systems.
Integra's  domain  expertise and Altio product set enable  businesses to provide
integration to various financial services  institutions  supporting a wide range
of formats and protocols.  For the fiscal year ended June 30, 2004,  Integra had
unaudited revenues of $4.1 million.

The  transaction has not closed.  When approved,  the Company will issue 625,250
shares at closing and escrow 2,794,785 shares for payouts over two years,  based
on an earn out formula.  The maximum number of shares to be issued under the two
year payout is 1,984,469 and under the earn out is 3,420,035.

Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

This report contains  forward-looking  statements  within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 23E of the Securities
Act of 1934,  as amended.  These  statements  relate to future  events or future
financial  performance.  Any  statements  contained  in this report that are not
statements of historical fact may be deemed to be forward-looking statements and
are made  pursuant  to the safe  harbor  provisions  of the  Private  Securities
Litigation Reform Act of 1995. In some cases,  forward-looking statements can be
identified by terminology  such as "may," "will,"  "should,"  "expect,"  "plan,"
"anticipate,"   "intend",   "believe,"  "estimate,"  "predict,"  "potential"  or
"continue," or the negative of such terms or other comparable terminology. These
statements are only predictions. Actual events or results may differ materially.

Investors are cautioned that these  forward-looking  statements reflect numerous
assumptions  and involve risks and  uncertainties  that may affect the Company's
business and prospects and cause actual results to differ  materially from these
forward-looking statements. Among the factors that could cause actual results to
differ are the Company's operating history;  competition; low barriers to entry;
reliance on strategic relationships;  rapid technological changes;  inability to
complete  transactions  on  favorable  terms;  consumer  demand  for video  game
hardware  and  software;  the  timing  of the  introduction  of  new  generation
competitive  hardware  systems;  pricing changes by key vendors for hardware and
software and the timing of any such changes, and the adequacy of supplies of new
software products.

                                      F-15
<PAGE>

Although  the  Company   believes  that  the   expectations   reflected  in  the
forward-looking  statements are reasonable,  the Company cannot guarantee future
results, levels of activity, performance or achievements.  Moreover, neither the
Company, nor any other person or entity, assumes responsibility for the accuracy
and  completeness  of the  forward-looking  statements.  The Company is under no
obligation to update any of the  forward-looking  statements after the filing of
this Form 10-Q to conform such statements to actual results or to changes in the
Company's expectations.

The  following  discussion  should  be read in  conjunction  with the  Company's
financial  statements,   related  notes  and  the  other  financial  information
appearing elsewhere in this Form 10-Q.

General Overview

During 2001 and the first half of 2002, the Company's principal business was the
retail  sale of  flooring  products,  including  carpet,  area  rugs,  wood  and
laminates,  at discount prices, to commercial and retail customers.  The Company
announced the discontinuation of the flooring business on June 6, 2002, and sold
the related assets on August 9, 2002.

In February 2002, the Company  acquired  Eagle Eye  Scandinavian  Distributions,
Ltd., a developer and  distributor  of  telematics  products and services to the
business-to-business segment in Europe and changed its name to Tiger Telematics,
Ltd. During 2002, the Company's principal business,  selling telematics products
and services,  was conducted through Tiger  Telematics,  Ltd., which was sold on
December 17, 2002.

The Company started Tiger Telematics Europe, Ltd. (now known as Gizmondo Europe,
Ltd.) in late 2002 to focus on developing new telematics products including next
generation  fleet telematics  products and to focus on marketing  principally in
the UK.

Since early 2003,  the Company  has been  developing  a new  multi-entertainment
wireless handheld gaming device that is now referred to as Gizmondo. The Company
initially  launched a limited  production  version of the  Gizmondo in the UK on
October 29,  2004,  and launched  the full scale  production  in the UK in March
2005.  The Company  expects to launch the full scale  production  of Gizmondo in
Europe and North America in the third  quarter of 2005.  The Gizmondo is powered
by a Microsoft  Windows CE.net  platform,  has a 2.8-inch TFT color screen and a
Samsung  ARM9  400Mhz  processor  and  incorporates  the  GoForce 3D 4500 NVIDIA
graphics  accelerator.   Gizmondo  provides   cutting-edge  gaming,   multimedia
messaging, an MP3 music player, Mpeg4 movie playing capability, a digital camera
and a GPRS  network  link  to  allow  wide-area  network  gaming.  Additionally,
Gizmondo  contains a GPS chip for  location  based  services,  is equipped  with
Bluetooth for use in multi-player gaming and accepts MMC card accessories.

Three  months-ended  September  30,  2004  compared  to the three  months  ended
September 30, 2003

Below is a summary of the  results of the  Company  for the three  months  ended
September 30, 2004.

                                      F-16
<PAGE>

Net Sales:  The  Company's  net sales were  $268,000  for the three months ended
September  30, 2004 and were  virtually $0 for the three months ended  September
30, 2003. In both comparable quarters the Company has focused its full attention
to the development of the Gizmondo  device and was not actively  selling its GPS
Telematics  products in either  period.  The Company  continues  to focus on the
development of Gizmondo and realized only incidental sales.

Gross  Profits:  The  Company's  gross loss was  ($28,000)  and ($9,000) for the
periods ended September 30, 2004 and 2003,  respectively.  The Company  expended
funds in each  period on the  Gizmondo  development.  The gross loss in 2004 was
from ISIS Models, Ltd.

Selling  Expenses:  Selling and  marketing  expenses  for the three months ended
September  30,  2004 were  $3,971,000  compared  with  $69,000 for the same time
period  in 2003.  Most of the  increase  can be  attributed  to  moving  towards
preliminary  marketing  and market  research  related to the  Gizmondo  product.
Testing  of the  market  size and  potential  market  and  development  of buyer
profiles  for the  Gizmondo  was a focus of  expenditures  during  the 2004 time
period. Additional expenses were incurred in recruiting various distributors and
representatives in various market regions prior to the Gizmondo launch.

General and Administrative Expenses: General and administrative expenses for the
three months ended  September 30, 2004 were  $13,894,000  compared to $1,034,000
for 2003, or up approximately  over $12.8 million.  This increase came primarily
from expenses the research and development  costs  associated with the Gizmondo.
The  Company   incurred  over  $8.0  million  in   development   costs  directly
attributable  to the  Gizmondo  in 2004.  All of these  costs  are  expensed  as
incurred and are not capitalized for financial reporting  purposes.  In addition
salaries  rose to over $1.5  million as the Company  increased  staff during the
product development phase. The Company also incurred over $3.5 million of legal,
accounting and consulting costs in the third quarter of 2004 as consultants were
engaged  to assist the  Company in  activities  related to the  development  and
launch of the Gizmondo.  The Company  anticipates a significant  increase in its
general and  administrative  expenses in future quarterly periods as part of its
product development strategy.

Net Loss:  The Company  reported an operating loss of $17,894,000 in the quarter
ended  September  30, 2004  compared to  $1,124,000  for the same time period in
2003.  The  aforementioned  costs  associated  with the  development of Gizmondo
account for this material  increase in operating  loss.  Management  anticipates
that its losses in future quarters will grow materially as development costs for
its new gaming device, Gizmondo, continue to accelerate.

Nine months-ended September 30, 2004 compared to the nine months ended September
30, 2003

Below is a summary  of the  results of the  Company  for the nine  months  ended
September 30, 2004.

Net Sales:  The  Company's  net sales were  $452,000  for the nine months  ended
September 30, 2004 compared to virtually  zero in 2003. The Company is closer to
the release of its Gizmondo  device now then it was in 2003. In both  comparable
periods,  the Company has focused its full  attention to the  development of the
Gizmondo  device and was not  actively  selling its GPS  Telematics  products in
either period.

                                      F-17
<PAGE>

Gross Profits:  Gross profits  (loss) were  negligible for the nine months ended
September 30, 2004 and for the nine months ended September 30, 2003. The Company
continues to focus on the  development of Gizmondo and realized only  incidental
sales.

Selling  Expenses:  Selling and  marketing  expenses  for the nine months  ended
September  30,  2004  were  $5,993,000  compared  with  $166,000  for  the  same
nine-month  period in 2003.  Most of the increase can be attributed to increases
in staff and salaries as the Company  moves  towards  preliminary  marketing and
market research related to the Gizmondo product.  Market testing and research of
the market size and  potential  market and buyer  profile for the Gizmondo was a
focus of expenditures during the 2004 time period.

General and Administrative Expenses: General and administrative expenses for the
nine months ended September 30, 2004 were $37,332,000 compared to $1,830,000 for
the same nine month period in 2003, or up approximately over $35.5 million. This
increase  came  primarily  from  expenses  the research  and  development  costs
associated  with the  Gizmondo.  The  Company  incurred  over  $24.5  million in
development costs directly attributable to the Gizmondo.  All of these costs are
expensed as incurred and are not capitalized for financial  reporting  purposes.
In addition, salaries rose to $4.9 million as the Company increased staff during
the product development phase. The Company also incurred $11.8 million of legal,
accounting  and consulting  costs in 2004 as consultants  were engaged to assist
the Company in activities related to the development and launch of the Gizmondo.
The Company anticipates a significant increase in its general and administrative
expenses  in  future  quarterly  periods  as  part  of its  product  development
strategy.

Other Expenses: Other expenses were nil for both 2004 and 2003. Interest expense
was $61,400 on auto and office  equipment  leases in 2004 as compared to $35,900
in 2003.  Interest  in 2004 was  higher  than  the  same  period  in 2003 as the
European Gizmondo operations had higher average loan balances.

Net Loss:  The Company  reported a net loss of  $43,359,000  in 2004 compared to
$2,037,000 for the same time period in 2003. The aforementioned costs associated
with the development of Gizmondo account for this material increase in operating
loss.  Management  anticipates  that its  losses  in future  quarters  will grow
materially as it expenses development cost for its new Gizmondo gaming device.

Liquidity and Capital Resources

The Company does not have any off-balance  sheet  arrangements  that have or are
reasonably likely to have a current or future effect on its financial condition,
revenues or expenses, results of operations,  liquidity, capital expenditures or
capital resources that are material to investors.

In 2002  through and into the second  quarter of 2005,  the  Company  funded its
operating losses and start-up costs  principally with loans from stockholders or
other  parties  and, in  increasing  amounts,  through the issuance of shares of
common stock.  Without such equity  funding the Company would not have been able
to  sustain  operations.  In the nine  months  ended  September  30,  2004,  the
Company's working capital position  deteriorated.  This was primarily the result
of increases in current liabilities of over $19.5 million, including an increase
in accounts payable of over $7.0 million, an increase in accrued expense of over
$4.3 million,  and an increase in deposits on common stock of  approximately  $8

                                      F-18
<PAGE>

million.  At the same time current assets  increased  approximately  $3 million,
consisting principally of an increase in other receivables of approximately $1.3
million,  an increase in accounts receivable of $297,000 and an increase in cash
of over $1.1 million.  The Company  raised over $26.5 million in the nine months
ended  September 30, 2004 from the sale of common stock and additional  deposits
on common stock.

As of  September  30,  2004,  the Company  received  deposits on common stock of
$10,232,000,  which  represents cash received in third quarter 2004 that will be
transferred to equity in fourth quarter 2004.

The Company does not have any bank loans or lending facilities.  The Company has
obtained loans from stockholders and raised additional financing through private
placements  of  shares of  common  stock  principally  from  accredited  foreign
investors.  See also Note C to the financial  statements - Equity  Transactions.
The Company  continued  to issue shares of its common stock in 2004 and in early
2005 to retire certain obligations due for payment.

The Company  incurred  losses in 2002 and 2003 fiscal year end of  $(11,087,747)
and  $(7,812,449)  respectively.  The Company recorded a loss for the first nine
months  of 2004 of  approximately  ($43.4  million).  In 2004  the  losses  were
generated primarily from the costs of developing the Gizmondo. Since the Company
was not able to generate  positive  net cash flows from  operations,  additional
capital  was  needed.  This  capital  has been  provided  by  certain  principal
stockholders, who have funded the Company through loans as needed, and primarily
from the sale of common stock and warrants  through private  placement and other
share subscription agreement transactions as detailed in Note C to the financial
statements - Equity Transactions.

The Company successfully raised funds to maintain operations,  fund acquisitions
and to retire obligations and obtain services.  During the remainder of 2004 and
the first quarter of 2005,  the Company  raised over $34 million.  In the second
quarter of 2005,  the Company  raised over $21  million,  through May 31,  2005,
through the sale of the  Company's  restricted  common  stock.  This funding has
allowed the Company to maintain its business and to continue the development and
launch of its Gizmondo product line.

The Company  will seek to raise  additional  equity  capital and obtain trade or
bank financing as needed to fund the  development and the launch of the Gizmondo
product in different regions as needed.  However, there can be no assurance this
additional  capital or other  financing  will be  available,  or if available on
terms reasonably acceptable to the Company.

Critical Accounting Policies

The preparation of financial statements in accordance with accounting principles
generally  accepted  in the  U.S.  requires  management  to make  estimates  and
assumptions  that affect the  amounts  reported  in our  consolidated  financial
statements and accompanying notes.  Management bases its estimates on historical
experience and various other  assumptions  believed to be  reasonable.  Although
these estimates are based on  management's  best knowledge of current events and
actions  that may  impact the  company  in the  future,  actual  results  may be
different from the estimates.  Our critical  accounting  policies are those that
affect our financial statements materially and involve difficult,  subjective or
complex  judgments by management.  Those policies are stock-based  compensation,
income taxes, goodwill impairment and revenue recognition.

                                      F-19
<PAGE>

Stock-Based Compensation
------------------------
We have chosen to account for stock  options  granted to employees and directors
under the recognition and measurement  principles of Accounting Principles Board
Opinion No. 25 instead of the fair value recognition provisions of SFAS No. 123,
"Accounting  for  Stock-based   Compensation,"  as  amended  by  SFAS  No.  148,
"Accounting for Stock-based Compensation Transition and Disclosure."

In addition,  the Company has routinely exchanged shares of its common stock for
services and in satisfaction of debt owed by the Company to shareholders. Common
stock  exchanged for services from unrelated  parties and suppliers is valued at
the  negotiated  values  for such  common  stock.  Common  stock  exchanged  for
shareholder  debt is valued at recent  market  values for  common  stock sold to
unrelated  investors.  The difference between this "market value" and the amount
of the debt satisfied is charged to operations.

Income Taxes
------------
The  calculation  of the Company's  income tax  provision and related  valuation
allowance  is complex and requires  the use of  estimates  and  judgments in its
determination.  As  part  of the  Company's  evaluation  and  implementation  of
business strategies, consideration is given to the regulations and tax laws that
apply  to the  specific  facts  and  circumstances  for  any  transaction  under
evaluation.  This analysis  includes the amount and timing of the realization of
income tax liabilities or benefits. Management closely monitors tax developments
in order to  evaluate  the effect  they may have on the  Company's  overall  tax
position.

Impairment of Goodwill and Other Intangible Assets
--------------------------------------------------
Goodwill represents the excess of the cost of an acquisition over the fair value
of the net assets  acquired.  The Company  tests  goodwill and other  intangible
assets on an  annual  basis,  or more  frequently  if  events  or  circumstances
indicate  that there may have been  impairment.  The  goodwill  impairment  test
estimates the fair value of each reporting unit, through the use of a discounted
cash flows model,  and compares this fair value to the reporting unit's carrying
value.  The goodwill  impairment  test requires  management to make judgments in
determining  the  assumptions  used  in the  calculations.  Management  believes
goodwill is not impaired and is properly recorded in the financial statements.

Revenue Recognition
-------------------
The Company  enters into  agreements  to sell  products  (hardware or software),
services,  and other  arrangements  that  include  combinations  of products and
services.  Revenue from product sales, net of trade discounts and allowances, is
recognized provided that persuasive evidence of an arrangement exists,  delivery
has  occurred,  the  price is  fixed  or  determinable,  and  collectibility  is
reasonably assured.  Delivery is considered to have occurred when title and risk
of loss have  transferred  to the  customer.  Revenue is reduced  for  estimated
product returns and distributor  price protection,  when appropriate.  For sales
that include customer-specified acceptance criteria, revenue is recognized after
the  acceptance  criteria  have been met.  Revenue from services is deferred and
recognized over the contractual  period or as services are rendered and accepted
by the customer.  When arrangements include multiple elements,  we use objective
evidence of fair value to allocate revenue to the elements and recognize revenue
when the criteria for revenue  recognition  have been met for each element.  The
amount of product revenue  recognized is affected by our judgments as to whether
an arrangement  includes  multiple  elements and if so, whether  vendor-specific

                                      F-20
<PAGE>

objective  evidence  of fair  value  exists for those  elements.  Changes to the
elements  in  an  arrangement  and  the  ability  to  establish  vendor-specific
objective  evidence  for those  elements  could affect the timing of the revenue
recognition.  Most of these  conditions  are subjective and actual results could
vary from the estimated outcome, requiring future adjustments to revenue.

Research and Development
------------------------
The Company expenses research and development costs as incurred.

                                     PART II
                             TIGER TELEMATICS, INC.
                                OTHER INFORMATION

Item 1.           Legal Proceedings

In March 2004, Jordan Grand Prix Limited,  filed suit against the Company in the
High Court of Justice,  Queen's Bench Division  (Central  Office),  London,  UK,
alleging violation of a sponsorship agreement and dated letter agreement entered
into in July 2003.  Jordan sued the Company for $3 million and alleged  that the
Company  defaulted on a payment of $500,000,  due on January 1, 2004,  under the
sponsorship  agreement,  and a payment for $250,000,  due on the same date under
the letter  agreement.  On February 26, 2004, Jordan terminated both agreements.
In order to avoid  summary  judgment  in  favor of the  plaintiff,  the  Company
escrowed 70,000 shares of its common stock with the court.  Prior to trial,  the
Company is required to substitute $1.5 million for the escrowed shares.  In June
2005,  the Company placed an additional  60,000 shares of its restricted  common
stock in  escrow.  Trial is set for July  2005.  While the  Company is unable to
predict  the  outcome  of this  litigation,  it  believes  that it has  good and
meritorious  defenses  to the suit and intends to defend  vigorously  the claims
made against it. The Company is currently engaged in court authorized  mediation
with Jordan to settle the case.

In January 2005, the Company filed a lawsuit in the Circuit Court in and for the
County  of Duval,  Florida  against  D.  Weckstein  and  Company  and  Donald E.
Weckstein,  a former  investment  advisor  to the  Company,  for  breach  of the
Company's  agreement with the advisor. In a mediation process completed in April
2005, the Company issued 60,000  additional shares of restricted common stock in
full  settlement  of the  matter  and was  released  from all  past  and  future
obligations under the Agreement.

On March 22, 2005,  the Board of Regents of the University of Texas System filed
an action against the Company and one of its subsidiaries, Gizmondo Europe, Ltd.
in the United States  District Court for the Western  District of Texas,  Austin
Division,  alleging that predictive text software used in the Company's Gizmondo
gaming  device  infringes  a patent  held by the Board of  Regents.  The Company
believes that its software does not infringe the Board of Regents'  patent.  The
Company  licenses this software  from another  company,  which under the license
agreement,  has indemnified the Company for infringement claims. The Company and
its licensor  intend to vigorously  defend the  infringement  claims against the
Company and Gizmondo Europe, Ltd.

Early in the third quarter of 2004, Hand Held Games, Ltd. filed suit against the
Company for $75,000 plus damages and costs as a result of a dispute  between the

                                      F-21
<PAGE>

Company  and Hand  Held  Games  over a game  development  contract  for the game
"Chicane".  The suit is in the discovery stages, but the Company believes it has
meritorious  defenses  and does not expect  the  outcome of the matter to have a
material effect on the financial condition of the Company.

Items 2. Unregistered Sales of Equity Securities and Use of Proceeds

During  the  third  quarter  of 2004,  the  Company  sold  2,775,806  shares  of
restricted common stock for an aggregate sum of $9,476,590. The shares were sold
primarily for $1.25 to $11.25 per share.

The Company also sold  $10,232,000 of its restricted  stock that was recorded as
deposits on common stock and moved to equity in the fourth quarter 2004 when the
Company issued the common share certificates.

The Company  negotiated  the purchase  price for the sale of  restricted  common
stock,  based  upon  the  market  price  of the  securities  at the  time of the
negotiation and with an appropriate discount for the restrictions on resale. The
restricted  common  stock  was  issued  to  sophisticated,   accredited  foreign
investors  or foreign  corporations  in  transactions  exempt from  registration
pursuant  to  Section  4(2) of the  Securities  Act of 1933,  as  amended.  Each
investor had access to financial information available in public markets and was
given  the  opportunity  to  review  the  Company's  books,  records  and  other
information  that they  requested.  The proceeds were used to fund the Company's
operations.

Item 3.           Defaults Upon Senior Securities

Not Applicable

Item 4.  Submission of Matters to a Vote of Security Holders

Not Applicable

Item 5.           Other Information

Not Applicable

Item 6.           Exhibits

Exhibit 31  Rule 13a-14(a).
Exhibit 32  Section 1350 Certification.





                                      F-22
<PAGE>


SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly caused this  Quarterly  Report on Form 10-Q to be signed on
its behalf by the undersigned, thereunto duly authorized.

TIGER TELEMATICS, INC.

July 5, 2005
------
                                           /S/ Michael W. Carrender
                                           ------------------------
                                           Michael W. Carrender
                                           Chief Executive Officer, Director and
                                           Chief Financial Officer











                                      F-23